Melbourne Law School - Theses
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ItemLimitation periods in child sexual assault litigation in Victoria(University of Melbourne, 2005)
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ItemLiability for insolvent group companies in Australia : regulatory regimes and reform proposals(University of Melbourne, 2002)This thesis considers the situation where one or more companies in a corporate group becomes insolvent or is wound up. It examines the remedies available to minority shareholders and creditors. It also examines the liability of (i) directors of a subsidiary, (ii) a parent company or affiliate within the group, (iii) directors of a parent or affiliate companies within the group, and (iv) lenders. A consideration of the rights and liabilities of these various parties is made in the context of an examination of the adequacy of Australian law to deal with certain harmful governance practices that may occur in a group. In order to measure the adequacy of existing Australian regimes in tackling certain harmful governance practices, a multistage process is undertaken. This process involves identifying in chapter 2 the different constituencies involved in a corporate group. These are minority and majority shareholders, managers of group companies, involuntary and voluntary creditors. Chapter 2 also identifies and examines specific harmful governance practices that may occur in a corporate group and the prejudicial impact that these practices have on minority shareholders and involuntary creditors. Chapter 3 builds on the framework established in chapter 2 by considering whether the Australian regulatory regime adequately protects the interests of minority shareholders and involuntary creditors against the harmful governance practices identified in chapter 2. This task involves a consideration of the following questions: (i) which regimes impact on the identified harmful practices that may occur in a group? (ii) on whom does the law impose liability? and how is liability imposed? (iii) which constituency is the provision most likely to protect? (iv) does the provision adequately protect the constituency from the particular harmful governance practice that may occur within a group? Deficiencies in the current regulatory regime are identified in chapter 3. Chapter 4 considers whether the proposals for reform recommended by the Companies and Securities Advisory Committee (CASAC) in its final report removes these deficiencies. Chapter 5 considers the German regime with regard to particular issues arising from CASAC's proposals and chapter 6 sets out the writer's conclusions and recommendations for reform to the Corporations Law.